MISC wishes to announce that it has on 9 May 2016, entered into an Agreement for Sale and Purchase of Shares (“SPA”) with SWIFT, for the disposal of the entire equity interest held by MISC in MILS, comprising 20,000,000 issued and paid-up ordinary shares of RM1.00 each and 332,848,600 issued and paid-up redeemable convertible preference shares RM1.00 each, to SWIFT for a purchase consideration of RM257.2 million (“Purchase Consideration”). The Purchase Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration MILS’ audited net assets of RM255.5 million as at 31 December 2015. SWIFT will also fully repay the shareholder’s loan (denominated in USD) owed by MILS to MISC of RM66.8 million upon completion of the SPA. In addition, SWIFT will repay other receivables due from MILS to MISC of up to a maximum of RM34.0 million post completion of the SPA. Including the repayment of the shareholder’s loan and the other receivables due from MILS to MISC, the total proceeds from the Proposed Disposal are estimated to be up to RM358.0 million.

The principal activities of MILS, its subsidiaries, associate company and joint venture company are in the provision of integrated logistics services, which include freight forwarding, transportation, dry and cold warehousing, repair and storage of containers and other value-added activities to meet local, regional and global customers’ demand. 

The principal activities of SWIFT are in the provision of integrated logistics services, which include container haulage, forwarding, freighting, specialised warehouse services, consolidation of less than full container load cargo to East Malaysia, container depot services, sale of commercial vehicles, commercial vehicles repair and maintenance and general insurance throughout Malaysia.

The completion of the Proposed Disposal is conditional upon:

(a)  the approvals of the respective board of directors of MISC and SWIFT for the Proposed Disposal; and

(b)  all waivers, consents, notifications to or approvals of the relevant regulatory authorities in Malaysia or elsewhere which are required, if necessary, having been given to or obtained by the relevant party.

The Proposed Disposal is not subject to the approval of the shareholders of MISC. Upon completion of the SPA, MILS will cease to be a subsidiary of MISC.

The Proposed Disposal will not have any effect on the issued and paid-up share capital of MISC and the substantial shareholders’ shareholdings of MISC. Barring any unforeseen circumstances, the Proposed Disposal is also not expected to have any material effect on the earnings, gearing and net assets of the MISC Group for the financial year ending 31 December 2016.

None of the Directors, major shareholders of MISC or persons connected to them have any interest, direct or indirect, in the Proposed Disposal.

The Board of Directors of MISC is of the opinion that the Proposed Disposal is in the best interests of the MISC Group.

This announcement is dated 9 May 2016.